CULLEN RESOURCES LIMITED

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ABN 46 006 045 790

Dear Fellow Shareholder

2 October 2012

Invitation to Participate in the Cullen Resources Shareholder Share Purchase Plan

The Board of Directors of Cullen Resources Limited (“Cullen” or “Company”) is pleased to extend an invitation to Cullen shareholders to participate in its Shareholder Share Purchase Plan (“SSPP”). The SSPP will enable existing shareholders, irrespective of the size of their shareholding, to purchase up to A$15,000 worth of shares in the Company, free of all brokerage, or other costs.

This letter, together with the enclosed documents “Shareholder Share Purchase Plan” and “ Application Form” , sets out the terms and conditions of the offer to shareholders on this occasion (“Offer”) and how to apply for shares should you wish to participate. By accepting the Offer and applying for shares, you agree to be bound by these terms and conditions.

The terms and conditions of the SSPP will also be set out on our website ‐ www.cullenresources.com.au .

Company Update

The Company is an active international explorer with a focus on “greenfields” exploration and project generation. In addition the Company is a participant in the Mt Stuart Iron Ore Joint Venture – a potential ore source as part of the West Pilbara Iron Ore Project – Stage 1, a planned development by partners APIJV.

Further information regarding the Company’s activities is contained in the Company’s 2012 annual report and in the various Quarterly Reports throughout 2011 and 2012, including the latest of 30 June 2012. The company also recently lodged an Exploration Update to the ASX on 21 September 2012. Copies of all company announcements may be found on our website.

Participation by Shareholders

The right to particpate in this Offer under the Cullen Resources SSPP is available exclusively to persons who are registered as holders of fully paid ordinary shares in the Company at 7:00pm (AEST) on the record date of 27 September 2012 and whose registered address is in Australia or New Zealand. However, the Offer does not extend to shareholders who hold shares in the Company on behalf of another person who resides outside Australia or New Zealand.

Eligible shareholders are entitled to apply for a minimum of A$1,000 worth of shares and a maximum of A$15,000 worth of shares under the SSPP, or for a specified quantity of shares between the minimum and maximum numbers. If you wish to participate in the SSPP, you may apply for shares in the amount of A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000.

The offer to acquire shares under the SSPP will close at 5:00pm (AEDT) on 19 October 2012 (“Closing Date”).

The SSPP will also enable shareholders who do not hold a marketable parcel of at least A$500 worth of shares in the Company to increase their shareholding to greater than a marketable parcel, again without brokerage and other charges.

Purchase Price of Shares to be Issued under the SSPP

The purchase price of the new shares to be offered under the SSPP to shareholders has been set at 2 cents per share.

The SSPP provides shareholders with an exclusive opportunity to top up their shareholding at current market prices without brokerage or other costs.

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The number of securities that may be issued by Cullen Resources under the SSPP cannot exceed 30% of the number of fully paid ordinary shares already on issue. For the purposes of this offer under the SSPP, the Board has decided to limit the number of shares that may be issued on this occasion to a total of 75 million shares (being approximately 10.8% of the number of fully paid shares on issue).

However, the Board reserves its discretion to accept applications which result in excess of 75 million shares being issued under the SSPP, depending on market conditions and the general level of investor interest in the Company during the term of the SSPP. Additionally the Board may scale back applications received under the SSPP. Should this happen, you may be allocated Shares to a value which is less than the parcel you have applied for and the difference will be refunded to you.

The Board intends to treat applications under the SSPP on a first come ‐ first served basis up to the maximum amount permissible.

Risk Factors

Whilst my fellow directors and I have confidence in the future of the Company and the attractiveness of the shares being offered under the SSPP, I would be remiss if I did not also draw your attention to the fact that owning shares in a company like Cullen Resources, is considered a speculative form of investment and that the future price of the Company’s shares can rise or fall depending on a number of variables and fluctuations on the stock market generally. We encourage you to seek your own professional advice regarding your participation in the SSPP.

Finally, shareholders should note that the Offer is not made under a Prospectus or other disclosure document and does not require the type of disclosure usually required under the Corporations Act 2001. Accordingly, shareholders should read all information in relation to the SSPP carefully, including any previous disclosures made by the Company on the ASX before deciding whether to participate in the SSPP. The Company is not providing investment advice or making any recommendation in relation to the SSPP. Any decision to participate in the SSPP should be made after considering your own objectives, financial circumstances and needs. If you are in any doubt as to the action you should take, you should consult your professional adviser when deciding whether or not to accept the Offer and participate in the SSPP.

The market price of the shares on the ASX may rise and fall between the Closing Date (when the issue price will be determined) and the date when Cullen allots the shares to you under the SSPP.

In the last 30 days the highest share price has been 2.7 cents and the lowest share price has been 2.2 cents. The share price at the close of market on 27 September 2012 was 2.3 cents.

Additional Information

If you would like to participate in the SSPP, please return your completed Application Form together with a cheque for an amount equal to an amount of A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000, to Cullen’s share registry on or before the Closing Date, being 5:00pm (AEDT) on 19 October 2012 . If you would like to pay electronically, please follow the BPAY instructions on the SSPP Application Form.

Please note that participation is entirely at your option and the offer is non‐renounceable which means it cannot be transferred to anyone else.

Shares allotted under the SSPP will be issued on or about 10 business days after the Closing Date.

If you have any questions on the proposed SSPP, please call the Company’s registered office on (08) 9474 5511 or the Company’s share registry, Computershare Investor Services Pty Ltd, on 1300 850 505 or (03) 9415 5000 during normal business hours.

Yours sincerely

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Denis Clarke Chairman

ABN 46 006 045 790

SHAREHOLDER SHARE PURCHASE PLAN (“SSPP”)

SEPTEMBER 2012

TERMS & CONDITIONS

Eligible Shareholders

You are eligible to participate in the SSPP (“Eligible Shareholder”) if you were the registered holder of one or more fully paid ordinary shares in Cullen Resources Limited (“Shares”) at 7:00pm (AEST time) on 27 September 2012 with an address as recorded in Cullen’s register of ordinary shareholders in Australia or New Zealand, unless you hold the Shares on behalf of another person who resides outside Australia or New Zealand.

Joint holders of Shares will be taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder.

The SSPP

The SSPP enables Eligible Shareholders to purchase up to $15,000 of ordinary shares in Cullen Resources Limited (“Cullen” or “Company”), without being required to pay brokerage fees or incurring additional transaction costs.

Participation in the SSPP

Participation in the SSPP is optional. However, the offer under the SSPP is non‐renounceable. This means that you cannot transfer your right to purchase Shares under the SSPP to another person or entity.

Key Dates

Key Dates
Record date to determine entitlements	27 September2012
Announcement of SSPP	28 September 2012
SSPP opens	3 October2012
Closingdate for application for shares(5.00pm AEDT)	19 October 2012
Date of allotment and despatch of uncertified statements to shareholders	Within 10 business days of the closingof the SSPP

Issue Price of Shares

The issue price for each Share has been set at 2 cents each.

Variation in Market Price of the Shares on the ASX

The market price of the Shares on the ASX may rise and fall between the opening date, the closing date of the SSPP offer and the date when Cullen allots the Shares to you under the SSPP (“Allotment Date”). This means that the price you pay under the SSPP offer may exceed the price at which Shares are trading on the ASX at the time the Shares are allotted to you under the SSPP. Accordingly, you should seek your own financial advice in relation to this SSPP offer and your participation in the SSPP.

The Company recommends you monitor its announcements and share prices, which can be found on the Company’s website at www.cullenresources.com.au and on the ASX website at www.asx.com.au (ASX code: CUL). The share price can also be found in the financial pages of major Australian metropolitan newspapers.

Opening & Closing of the SSPP Offer

The SSPP offer opens on 3 October 2012 (“Opening Date”) and closes at 5:00pm (AEDT time) on 19 October 2012 the Closing Date, unless it is extended by Cullen. Cullen reserves the right to change at any time the Closing Date or the proposed Allotment Date, by making an announcement to the ASX. Cullen also reserves the right to terminate the SSPP at any time prior to the issue of Shares under the SSPP. If Cullen terminates the SSPP, it will refund any money paid by eligible Shareholders under the SSPP. Interest will not be paid on any money refunded under this clause.

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Amount of Shares Eligible Shareholders can Apply for Under the SSPP

You apply for a dollar amount of Shares under the SSPP, not a number of Shares. You may apply for Shares in the amount of A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000 .

The Company reserves the right to scale back allocations under the SSPP in its sole discretion. Any necessary refund will be paid by the Company to Eligible Shareholders shortly after the Closing Date of the SSPP offer or the date to which it may be extended. No interest will be paid on any money refunded.

If you are an Eligible Shareholder and have received more than one offer under the SSPP (for example because you are the joint holder of shares or hold more than one shareholding under separate share accounts), you may not apply for Shares with an aggregate value exceeding A$15,000 under the SSPP. Cullen reserves the right (exercisable at its sole discretion) to reject any application for Shares where it believes this requirement has not been met. Any necessary refund will be paid by Cullen to Eligible Shareholders shortly after the Closing Date or the date upon which the Closing Date is extended. Interest will not be paid on any money refunded under this clause.

If a trustee or nominee is expressly noted on the Share Register as holding Shares on behalf of another person (“the Beneficiary”), the Beneficiary is taken to be the registered holder of the Shares for the purpose of the SSPP and any application by the trustee or nominee is taken to be an application and certification by the Beneficiary (although a Beneficiary who is resident outside Australia or New Zealand is not eligible to participate in the SSPP).

Acceptance & Payment

If you wish to apply for Shares under the SSPP, please complete the Application Form and return it with the appropriate payment to the address set out in the Application Form.

Applications together with the appropriate payment must be received by Cullen’s Share Registry by the Closing Date, currently 5:00pm (AEDT time) on 19 October 2012. Applications received after the Closing Date will not be accepted.

If the payment received is not for the exact amount required to buy the number of Shares, the Eligible Shareholder elected to purchase under the SSPP, Cullen reserves the right not to accept payment. In these circumstances, Cullen will return the Eligible Shareholder’s Application form and cheque or refund any other payment. If Cullen does that, those Shares will not be issued to the Eligible Shareholder. No interest will be paid on any refunded money.

Furthermore, if your Application Form is incomplete, contains errors or is otherwise invalid or defective, the Company may, in its sole discretion, accept, reject, correct or amend your application, issue such number of Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any necessary refund will be paid to you shortly after the Closing Date. No interest will be paid on any refund.

Should you pay for any Shares by cheque and your cheque does not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred.

You will not be able to withdraw or revoke your Application Form once you have sent it in.

Allotment Date

It is anticipated that the Shares will be allotted under the SSPP on or around 10 business days after the Closing Date of the SSPP and application for quotation of your Shares on the ASX will be made at the same time. You should receive your allotment statement, or confirmation advice, shortly after this date.

What Rights Attach to the Shares?

Shares issued under the SSPP will rank equally with existing fully paid ordinary shares in Cullen and will carry the same voting rights, dividend rights and other entitlements as at the date of allotment.

Modification, Waiver, Suspension and Termination of the SSPP

The directors of Cullen may resolve to change the terms and conditions of this SSPP from time to time. The Company reserves the right to issue fewer Shares than an Eligible Shareholder applied for under the SSPP (or none at all) if it believes that the allotment of the Shares would contravene any law or rules of any stock exchange on which Cullen’s Shares are listed.

In addition, the Company reserves the right to waive compliance with any provision of the terms and conditions of the SSPP and suspend, withdraw or terminate the SSPP at any time.

Any amendment, variation, suspension, withdrawal or termination of the SSPP will be binding on all Eligible Shareholders even where the Company does not notify the Eligible Shareholders of that event.

The Company is not liable for any exercise of its discretions under the terms and conditions of the SSPP. Any refund made to you is dispatched at your own risk.

If and to the extent to which the total applications for Shares under the SSPP exceeds 75 million, the Company reserves its right to scale back applications. If this occurs, you may be allocated Shares to the value which is less than you applied for. Any determination by the Board in respect of any scaling back will be final. If a scale‐back occurs the Company will refund your excess application money to you (without interest).

Dispute Resolution

Cullen may settle in any manner it thinks fit, any disputes or anomalies which may rise in connection with or by reason of the operation of the SSPP, whether generally or in relation to any applicant or application for shares. The decision of Cullen will be conclusive and binding on all Eligible Shareholders and any other persons to whom the decision relates. Cullen reserves the right to waive compliance with any provision of the SSPP terms and conditions, subject to compliance with the Corporations Act, the ASX Listing Rules and ASIC Class Order CO02/831.

(ii) any other shares or interests in the class applied for by or on behalf of the shareholder under the SSPP or any similar plan operated by the Company in the 12 months prior to the application,

does not exceed A$15,000;

(c) certifies that (where shares are held as trustee or nominee on account of a beneficiary which is expressly noted on the Company’s register of members (“Beneficiary”) the aggregate of the application price for:
(i) the shares or interest the subject of the application; and
(ii) any other shares or interest in the class applied for by, or on behalf of, the Beneficiary under the SSPP or any similar plan in the 12 months prior to the application,

Further Information

If you have any questions in relation to the Terms and Conditions of the SSPP or how to make an application, you may phone Cullen Resources on +61 8 9474 5511. Cullen will not provide financial, investment or taxation advice.

does not exceed A$15,000.

Governing Law

The terms and conditions of the SSPP are governed by the laws in place in New South Wales.

Independent Financial or Investment Advice Recommended

We recommend that you contact your stockbroker, accountant or professional adviser before investing in Cullen’s Shares under the SSPP.

Declaration & Acknowledgement

By forwarding and completing an application for shares under the SSPP and by making payment, each shareholder:

(a) acknowledges that he/she has read, understands and agrees to be bound by the terms and conditions of the SSPP;
(b) certifies that (except where shares are held as trustee or nominee on account of a beneficiary which is expressly noted on the Company’s register of members) the aggregate of the application price for:
(i) the shares or interests the subject of the application; and

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For all enquiries:

Phone:

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(within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000

Web:

www.investorcentre.com/contact

T 000001 000 CUL MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Make your payment:

See over for details of the Offer and how to make your payment

Shareholder Share Purchase Plan Application Form

 [Your payment must be received by 5:00pm (AEDT) Friday 19 October 2012]

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of Cullen Resources Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Cullen Resources Limited shares on the terms of the Shareholder Share Purchase Plan (SSPP).

In addition, by submitting the slip below you certify that the aggregate of the application price paid by you for:

Cullen Resources Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SSPP whether generally or in relation to any participant or application.

Any determinations by Cullen Resources Limited will be conclusive and binding on all eligible shareholders and other persons to whom the determination relates. Cullen Resources Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SSPP, to amend or vary those terms and conditions or to suspend or terminate the SSPP at any time. Any such amendment, suspension or termination will be binding on all eligible shareholders even where Cullen Resources Limited does not notify you of that event.

the shares the subject of the slip below; and

• any other shares and interests in the class applied for by you under the SSPP or any similar arrangement in the 12 months prior to the date of submission of the slip below does not exceed A$15,000.

Step 1: Registration Name

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Choose one of the payment methods shown below. BPAY ®: See overleaf. Do not return the slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque or bank draft payable in Australian dollars to " Cullen Resources Limited - Offer Account ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Step 2: Make Your Payment

Note that shares may be purchased in increments as set out over the page. Note that the amount chosen may be subject to scale back in accordance with the terms of the SSPP.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the slip below as indicated. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Cullen Resources Limited Shareholder Share Purchase Plan Application Form Payment must be received by 5:00pm (AEDT) Friday 19 October 2012

Turn over for details of the Offer è

® Registered to BPAY Pty Limited ABN 69 079 137 518

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X 9999999991 I ND

SSPP Application Form

Registration Name & Offer Details

MR SAM SAMPLE Registration Name: 123 SAMPLE STREET SAMPLETOWN VIC 3000

[For your security keep your SRN/] HIN confidential.

Entitlement No: 00005856

Offer Details: Record date: 27 September 2012 Minimum value $1,000 available to purchase: Maximum value $15,000 available to purchase:

Make Your Payment

Pay by Mail:

Biller Code: 207290 Pay by Mail:

Ref No: 1234 5678 9123 4567 89  Make your cheque, money order or bank draft payable to " Cullen Resources Limited - Offer Account ". Return your cheque with the below slip to:

Contact your financial institution to make your payment from your cheque or savings Computershare Investor Services Pty Limited account. GPO BOX 505 Melbourne Victoria 3001 Australia

Lodgement of Acceptance

If you are applying for shares and your payment is being made by BPAY ®, you do not need to return the slip below. Your payment must be received by no later than 5:00pm (AEDT) on Friday 19 October 2012. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. Neither Computershare Investor Services Pty Limited (CIS) nor Cullen Resources Limited accepts any responsibility for loss incurred through incorrectly completed BPAY ® payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY ® are received by this time.

If you are paying by cheque, bank draft or money order the slip below must be received by CIS by no later than 5:00pm (AEDT) on Friday 19 October 2012. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for shareholders in Australia. Other Eligible Shareholders will need to affix the appropriate postage. Return the slip below with cheque attached. Neither CIS nor the Company accepts any responsibility if you lodge the slip below at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited (CIS) as registrar for the securities issuer (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS using the details provided above or email [email protected]

Detach here

Purchase Details for Cullen Resources Limited (choose one option)

$1,000 worth of OR $2,000 worth of OR $5,000 worth of securities securities securities $10,000 worth of OR $15,000 worth of 00005856 securities securities Entitlement No: 00005856

Payment must be received by 5:00pm (AEDT) Friday 19 October 2012

MR SAM SAMPLE 123 SAMPLE STREET SAMPLETOWN VIC 3000

Contact Details

Contact Daytime Name Telephone Cheque Details Drawer Cheque Number BSB Number Account Number Amount of Cheque

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